<PAGE> 1
                                             FORM 10-K

                    SECURITIES AND EXCHANGE COMMISSION

                         Washington, D. C.   20549

[  x  ]        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the fiscal year ended - September 30, 1996

                                    OR

[     ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934
               For the transition period from

                      Commission file number 0-27480

                        LAHAINA ACQUISITIONS, INC.
          (Exact name of registrant as specified in its charter)

COLORADO                                84-1325695
State or other jurisdiction of          (I.R.S. Employer 
incorporation or organization           Identification No.)

                          5459 South Iris Street
                        Littleton, Colorado   80123
       (Address of principal executive offices, including zip code.)

                              (303) 932-9998
           (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
     None

Securities registered pursuant to Section 12(g) of the Act:
Title of each class
     Common Stock

Securities registered pursuant to Section 15(d) of the Act:
Title of each class
     None           

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   YES [  x  ]   NO [     ]  

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.   [    ]

The number of shares outstanding each of the Registrant's classes of Common
Stock, as of December 23, 1996 was 996,500.

<PAGE> 2

               Documents Incorporated by Reference

1.   Form 10 Registration Statement, filed with the Securities and
     Exchange Commission on December 29, 1995, which became
     effective by operation of law and any amendments thereto. 

2.   Form 10-Q for the period ending December 31, 1995 and any
     amendments thereto.

2.   Form 10-Q for the period ending March 31, 1996 and any
     amendments thereto.

3.   Form 10-Q for the period ending June 30, 1996 and any
     amendments thereto.

<PAGE> 3
                              PART I


ITEM 1.   BUSINESS. 

History, Organization and Change of Control

     Lahaina Acquisitions, Inc. (the "Company"), was organized
under the laws of the State of Nevada, on April 5, 1989, to make a
distribution of securities to shareholders of St. Joseph Corp.
("St. Joe").  In May 1991, the Company distributed to the
shareholders of St. Joe on a pro rata basis 500,000 Units.  Each
Unit consisted of one share of Common Stock, two Class A Warrants
and two Class B Warrants (collectively referred to as the
"Warrants").  Each Class A Warrant entitles the holder to purchase
one (1) share of Common Stock at a price of $1.00 per share.  Each
Class B Warrant entitles the holder to purchase one share of Common
Stock at price of $1.50 per share.  The Company has the right to
redeem the Warrants upon 30 days written notice at $0.0001 per
Warrant.  The Warrants were due to expire in May 1995, however, the
Board of Directors extended the exercise period until May 15, 1999.

     In August 1989, the Company issued a total of 900,000 shares
of Common Stock.  800,000 shares were issued to Gary Agron; 50,000
shares were issued to Barry Swartz; 50,000 shares were issued to
James Eller; and, 100,000 shares were issued to Coyote
Acquisitions, Inc.

     On April 24, 1991, Mr. Swartz gratuitously reconveyed his
50,000 shares to the Company; Mr. Eller gratuitously reconveyed
50,000 shares to the Company; and, Mr. Agron gratuitously
reconveyed 400,000 shares to the Company.  On the same date, the
shares issued to Coyote Acquisitions, Inc. were cancelled and
50,000 shares of Common Stock were issued to Philip Davis, the
Company's President and to Janice Agron for services rendered.

     In May 1991, the distribution of 500,000 Units was made to
shareholders of St. Joe.  The purpose of the distribution was to
cause the shares of the Company to be widely held, in anticipation
of creating a public market for the Company's securities, thereby
creating a "shell" corporation, i.e. one that has no specific
business purpose other than acquiring or being acquired by an
existing entity.

     As a result of the foregoing distribution, the Company
currently has approximately 194 shareholders.

     The Company believes that there is a demand by non-public
corporations for shell corporations that have a public distribution
of securities, such as the Company.  The demand for shells has
increased dramatically since the Securities and Exchange Commission
(the "Commission") imposed burdensome 

<PAGE> 4

requirements upon "blank check" companies pursuant to Reg. 419 of
the Securities Act of 1933 (the "Act").  The foregoing regulation
has decreased, substantially, the number of "blank check" offerings
filed with the Commission, and as a result has stimulated an
increased demand for shell corporations.  While the Company has
made the foregoing assumption, there is no assurance that the same
is accurate or correct and accordingly, no assurance that the
Company will be acquired by or acquire an existing non-public
entity.

General 
 
     The Company proposes to seek, investigate and, if warranted,
acquire an interest in one or more business opportunities ventures. 
As of the date hereof the Company has no business opportunities or
ventures under contemplation for acquisition but proposes to
investigate potential opportunities in the form of investors or
entrepreneurs with a concept which has not yet been placed in
operation, or in the form of firms which are developing companies. 
The Company may seek out established businesses which may be
experiencing financial or operation difficulties and are in need of
the limited additional capital the Company could provide.  The
Company anticipates that it will seek to merge with or acquire an
existing business.  After the merger or acquisition has taken
place, the surviving entity will be the Company (Lahaina
Acquisitions, Inc.), however, management from the acquired entity
will in all likelihood operate the Company.  There is however, a
remote possibility that the Company may seek to acquire and operate
an ongoing business, in which case the existing management might be
retained.  Due to the absence of capital available for investment
by the Company, the types of businesses seeking to be acquired by
the Company will no doubt be smaller and higher risks types of
businesses.  In all likelihood, a business opportunity will involve
the acquisition of or merger with a corporation which does not need
additional cash but which desires to establish a public trading
market for its Common Stock.  Accordingly, the Company's ability to
acquire any business of substance will be extremely limited.

     The Company does not propose to restrict its search for
investment opportunities to any particular industry, or
geographical location and may, therefore, engage in essentially any
business, anywhere, to the extent of its limited resources. 

     It is anticipated that business opportunities will be
available to the Company and sought by the Company from various
sources, throughout the United States including its Officers and
Directors, professional advisors such as attorneys and accountants,
securities broker/dealers, venture capitalists, members of the
financial community, other businesses and others who may present
solicited and unsolicited proposals.  The reason for this is to
attract the most favorable business opportunities and ventures 

<PAGE> 5

available.  Management believes that business opportunities and
ventures will become available to it, due to a number factors,
including, among others:  (a) managements' willingness to enter
into unproven, speculative ventures; (b) management's contacts and
acquaintances; and, (c) the Company's flexibility with respect to
the manner in which it may structure potential financing and/or
acquisitions.  However, there is no assurance that the Company will
be able to structure or finance and/or acquire any business
opportunity or venture.  

Operation of the Company 
 
     The Company intends to search throughout the United States for
a merger/acquisition candidate, however, because of the lack of
capital, the Company believes that the merger/acquisition candidate
will be conducting business within a limited geographical area. 
The Company, however, intends to maintain its corporate
headquarters and principal place of business at 5459 South Iris
Street, Littleton, Colorado 80123.  All corporate records will be
maintained at said office, and it is anticipated that all
shareholders' meetings will take place in Colorado.  In the event
that a merger or acquisition of the Company takes place, no
assurance can be given that the corporate records or headquarters
will continue to be maintained at Lakewood, Colorado, or that
shareholders' meetings will be held in Colorado. 

     The Officers and Directors will personally seek
acquisition/merger candidates and/or orally contact individuals or
broker/dealers and advise them of the availability of the Company
as an acquisition candidate.  The Officers and Directors will
review material furnished to them by the proposed
merger/acquisition candidates and decide if a merger/acquisition is
in the best interests of the Company and its shareholders.    

     The Company may employ outside consultants, however, until a
merger/acquisition candidate has been targeted by the Company,
management believes that it is impossible to consider the criteria
that will be used to hire consultants.  While the Company may hire
independent consultants, it has not considered any criteria
regarding their experience, the services to be provided, or the
term of service.  The Company has not had any discussions with any
consultants and there are no agreements or understandings with any
consultants.

     Other than as disclosed herein, there are no other plans for
accomplishing the business purpose of the Company.
 
<PAGE> 6

Selection of Opportunities    
 
     The analysis of new business opportunities will be undertaken
by or under the supervision of the Officers and Directors, none of
whom is a professional business analyst or has any previous
training or experience in business analysis.  Inasmuch as the
Company will have no funds available to it in its search for
business opportunities and venture, the Company will not be able to
expend significant funds on a complete and exhaustive investigation
of such business or opportunity.  The Company will however,
investigate, to the extent believed reasonable by its management,
such potential business opportunities or ventures. 
 
     As part of the Company's investigation, Officers and Directors
will meet personally with management and key personnel of the firm
sponsoring the business opportunity, may visit and inspect plants
and facilities, obtain independent analysis or verification of
certain information provided, check references of management and
key personnel, and conduct other reasonable measures, to the extent
of the Company's limited financial resources and management and
technical expertise. 

     Prior to making a decision to recommend to shareholders
participation in a business opportunity or venture, the Company
will generally request that it be provided with written materials
regarding the business opportunity containing such items as a
description of products, services and company history; management
resumes; financial information; available projections with related
assumptions upon which they are based; evidence of existing
patents, trademarks or service marks or rights thereto; present and
proposed forms of compensation to management; a description of
transactions between the prospective entity and its affiliates
during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; and,
other information deemed relevant.  

     It is anticipated that the investigation of specific business
opportunities and the negotiation,  drafting and execution of
relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and costs
for accountants, attorneys and others. Cost and expenses incurred
by the Company have been paid by the Company's President Philip
Davis and Mr. John Lee, the Company's Secretary.  Mr. Davis and Mr.
Lee anticipate funding the Company's operations, including
providing funds necessary to search for acquisition candidates. 
Mr. Davis and Mr. Lee anticipate funding such expenses until an
acquisition candidate is found, without regard to the amount
involved.  Accordingly, no alternative cash resources have been
explored.  In the event, Messrs. Davis and Lee are unable to
continue such funding, the Company may have to cease operations.  


<PAGE> 7

     There are no loan agreements or understandings.  The Company
will not make any loans to officers or directors, nor will the
Company make loans to any acquisition candidate.  Money advanced by
Messrs. Davis and Lee is and will be done gratuitously without any
obligation on the part of the Company to repay the same.  
 
     The Company will have unrestricted flexibility in seeking,
analyzing and participating in business opportunities.  In its
efforts, the Company will consider the following kinds of factors: 

(a)  Potential for growth, indicated by new technology, anticipated
     market expansion or new products; 

(b)  Competitive position as compared to other firms engaged in
     similar activities; 
 
(c)  Strength of management; 

(d)  Capital requirements and anticipated availability of required
     funds from future operations, through the sale of additional
     securities, through joint ventures or similar arrangements or
     from other sources; and,  

(e)  Other relevant factors. 

     Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex. 
Potential investors must recognize that due to the Company's
limited capital available for investigation and management's
limited experience in business analysis, the Company may not
discover or adequately evaluate adverse facts about the opportunity
to be acquired.   
 
     The Company is unable to predict when it may participate in a
business opportunity.  It expects, however, that the analysis of
specific proposals and the selection of a business opportunity may
take several months or more.  The Company does not plan to raise
any capital at the present time, by private placements, public
offerings, pursuant to Regulation S promulgated under the Act, or
by any means whatsoever.  Further, there are no plans, proposals,
arrangements or understandings with respect to the sale or issuance
of additional securities prior to the location of an acquisition or
merger candidate.
 






<PAGE> 8
Form of Acquisition 
 
     The manner in which the Company participates in an opportunity
will depend upon the nature of the opportunity, the respective
needs and desires of the Company and the promoters of the
opportunity, and the relative negotiating strength of the Company
and such promoters.  The exact form or structure of the Company's
participation in a business opportunity or venture will be
dependent upon the needs of the of the particular situation.  The
Company's participation may be structured as an asset purchase
agreement, a lease, a license, a joint venture, a partnership, a
merger, or acquisition of securities. 
 
     As set forth above, the Company may acquire its participation
in a business opportunity through the issuance of Common Stock or
other securities in the Company.  Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an
acquisition is so-called "tax free" reorganization under Section
368(a)(1) of the Internal Revenue Code of 1954, as amended, may
depend upon the issuance to the shareholders of the acquired
company of at least eighty percent (80%) of the Common Stock of the
combined entities immediately following the reorganization.  If a
transaction were structured to take advantage of these provisions
rather than other "tax free" provisions provided under the Internal
Revenue Code all prior shareholders may, in such circumstances,
retain twenty percent (20%) or less of the total issued and
outstanding Common Stock.  If such a transaction were available to
the Company, it will be necessary to obtain shareholder approval to
effectuate a reverse stock split or to authorize additional shares
of Common Stock prior to completing such acquisition.  This could
result in substantial additional dilution to the equity of those
who were shareholders of the Company prior to such reorganization. 
Further, extreme caution should be exercised by any investor
relying upon any tax benefits in light of the proposed new tax
laws.  It is possible that no tax benefits will exist at all. 
Prospective investors should consult their own legal, financial and
other business advisors. 

     The present management and the shareholders of the Company in
this offering will in all  likelihood not have control  of a
majority of the voting shares of the Company following a
reorganization transaction.  In fact, it is most probable that the
shareholders of the acquired entity will gain control of the
Company.  Further, management intends to make available for
purchase by shareholders of the acquired entity of up to 75% of the
shares of Common Stock owned by them. The terms of sale of the
shares presently held by officers and/or directors of the Company
will not be afforded to other shareholders of the Company.  As part
of such a transaction, all or a majority of the Company's Directors
may resign and new Directors may be appointed without any vote by
shareholders. 

<PAGE> 9

     Present stockholders have not agreed to vote their respective
shares of Common Stock in accordance with the vote of the majority
of all non-affiliated future stockholders of the Company with
respect to any business combination.  
 
     The Company may not borrow funds and use and funds to make
payments to Company promoters, management or their affiliates or
associates.

     The Company has an unwritten policy that it will not acquire
or merge with a business or company in which the Company's
management or their affiliates or associates directly or indirectly
have an ownership interest.  Management is not aware of any
circumstances under which the foregoing policy will be changed and
management, through their own initiative, will not change said
policy.

     The Company is required by the regulations promulgated under
the Securities Exchange Act of 1934 to obtain and file with the
Commission, audited financial statements of the acquisition
candidate not later than sixty days from the date the Form 8-K is
due at the Commission disclosing the acquisition/merger.

Rights of Dissenting Shareholders

     Under the Colorado Corporation Code, a business combination
typically requires the approval of two-thirds of the outstanding
shares of both participating companies.  The Company's Articles of
Incorporation reduce the voting requirement to a majority of the
Company's outstanding Common Stock.  Shareholders who vote against
any business combination in certain instances may be entitled to
dissent and to obtain payment for their shares pursuant to Sections
7-4-123 and 7-4-124 of the Colorado Corporation Code.  The
requirement of approval of the Company's shareholders in any
proposed business combination is limited to those transactions
identified as a merger or a consolidation.  A business combination
identified as a share exchange does not require the approval of the
Company's shareholders, nor does it entitle shareholders to dissent
and obtain payment for their shares.  Accordingly, unless the
acquisition is a statutory merger, requiring shareholder approval,
the Company will not provide shareholders with a disclosure
document containing audited or unaudited financial statements,
prior to such acquisition.

     Prior to any business combination for which shareholder
approval is required, the Company intends to provide its
shareholders complete disclosure documentation concerning the
business opportunity or target company and its business.  Such
disclosure will in all likelihood be in the form of a proxy
statement which will be distributed to shareholders at least 20
days prior to any shareholder's meeting.  

<PAGE> 10

     None of the Company's officers, directors, promoters, their
affiliates or associates have had any preliminary contact or
discussions with and there are no present plans, proposals,
arrangements or understandings with any representatives of the
owners of any business or company regarding the possibility of an
acquisition or merger transaction contemplated in this registration
statement.

Not an "Investment Adviser" 
 
     The Company is not an "investment adviser" under the Federal
Investment Advisers Act of 1940, which classification would involve
a number of negative considerations.  Accordingly, the  Company 
will not furnish or distribute advice, counsel, publications,
writings, analysis or reports to anyone relating to the purchase or
sale of any securities within the language, meaning and intent of
Section 2(a)(11) of the Investment Advisers Act of 1940, 15 U.S.C.
80b2(a)(11). 
 
Not an "Investment Company" 
 
     The Company may become involved in a business opportunity
through purchasing or exchanging the securities of such business. 
The Company does not intend however, to engage primarily in such
activities and is not registered as an "investment company" under
the Federal Investment Company  Act of 1940.  The Company believes
such registration is not required. 
 
     The Company must conduct its activities so as to avoid
becoming inadvertently classified as a transient "investment
company" under the Federal Investment Company Act of 1940, which
classification would affect the Company adversely in a number of
respects.  Section 3(a) of the Investment Company Act provides the
definition of an "investment company" which excludes an entity
which does not engage primarily in the business of investing,
reinvesting or trading in securities, or which does not engage in
the business of investing, owning, holding or trading "investment
securities" (defined as "all securities other than United States
government securities or securities of majority-owned
subsidiaries") the value of which exceeds forty percent (40%) of
the value of its total assets (excluding government securities,
cash or cash items).  The Company intends to implement its business
plan in a manner which will result in the availability of this
exemption from the definition of "investment company."  The Company
proposes to engage solely in seeking an interest in one or more
business opportunities or ventures. 
 
     Effective January 14, 1981, the Securities and Exchange
Commission adopted Rule 3a-2 which deems that an issuer is not
engaged in the business of investing, reinvesting, owning, holding
or trading in securities for purposes of Section 3(a)(1), cited 

<PAGE> 11

above, if, during a period of time not exceeding one year, the
issuer has a bona fide intent to be engaged primarily, or as soon
as reasonably possible (in any event by the termination of a one
year period of time), in a business other than that of investing,
reinvesting, owning, holding or trading in securities and such
intent is evidenced by the Company's business activities and
appropriate resolution of the Company's Board of Directors duly
adopted and duly recorded in the minute book of the Company.  The
Rule 3a-2 "safe harbor" may not be relied on more than a single
time.  

Company's Office
        
     The Company's offices are located at 5459 South Iris Street,
Littleton, Colorado 80123, and the telephone number is (303) 
932-9998.  The Company's office is located in the home of Philip Davis,
the Company's President and a member of the Board of Directors. 
Approximately nine square feet are allocated to the Company on a
rent free basis.  The office will remain at Mr. Davis's home until
an acquisition has been concluded.  There are no written documents
memorializing the foregoing.

     There are no preliminary agreements or understandings with
respect to the office facility subsequent to the completion of an
acquisition.  Upon a merger or acquisition, the Company intends to
relocate its office to that of the acquisition candidate.

Employees 
 
     The Company is a development stage company and currently has
no employees other than certain of its Officers and Directors.  See
"Directors and Executive Officers of the Registrant." Management of
the Company expects to use consultants, attorneys and accountants
as necessary, and does not anticipate a need to engage any
full-time employees so long as it is seeking and evaluating
business opportunities.  The need for employees and their
availability will be addressed in connection with the decision
whether or not to acquire or participate in a specific business
opportunity. 


ITEM 2.   PROPERTIES.

     The Company's offices are located at 5459 South Iris Street,
Littleton, Colorado 80123, and the telephone number is (303) 
932-9998.  The Company's office is located in the home of Philip Davis,
the Company's President and a member of the Board of Directors. 
Approximately nine square feet are allocated to the Company on a
rent free basis.  The office will remain at Mr. Davis's home until
an acquisition has been concluded.  There are no written documents
memorializing the foregoing.

<PAGE> 12

     There are no preliminary agreements or understandings with
respect to the office facility subsequent to the completion of an
acquisition.  Upon a merger or acquisition, the Company intends to
relocate its office to that of the acquisition candidate.


ITEM 3.   LEGAL PROCEEDINGS.

No material legal proceedings are pending to which the Registrant
is a party or of which any of Registrant's property is the subject
matter.  No legal proceedings are known to be contemplated by
governmental authorities.


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted during the fourth quarter of the calendar
year covered by this report to a vote of security holders.  

                             PART II


ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
          STOCKHOLDERS MATTERS.

(a)  Market Information.  

The Registrant's securities are traded over-the-counter on the
Bulletin Board operated by the National Association of Securities
Dealers, Inc. under the symbol LAHA.  The table shows the high and
low bid of Registrant's Common Stock during the last two fiscal
years.  Quotations reflect interdealer prices without retail 
mark-up, mark-down or commissions and may not necessarily represent
actual transactions.  The Registrant's securities began trading
actively in August 1996.  Since the foregoing date, the high bid
has been $0.875 and the low bid has been $0.875. 
                                        Bid       
Quarter Ended                      High      Low  

     September 30, 1996            $0.875    $0.875    
     June 30, 1996                 $0.00     $0.00     
     March 31, 1996                $0.00     $0.00     
     December 31, 1995             $0.00     $0.00     

     September 30, 1995            $0.00     $0.00     
     June 30, 1995                 $0.00     $0.00     
     March 31, 1995                $0.00     $0.00     
     December 31, 1994             $0.00     $0.00     




<PAGE> 13

(b)  Holders.  

As of December 23, 1996, there were approximately 194 holders of
the Registrant's Common Stock.  This number does not include those
beneficial owners whose securities are held in street name.

(c)  Dividends.  

The Registrant has never paid a cash dividend on its Common Stock
and has no present intention to declare or pay cash dividends on
the Common Stock in the foreseeable future.  The Registrant intends
to retain any earnings which it may realize in the foreseeable
future to finance its operations.  Future dividends, if any, will
depend on earnings, financing requirements and other factors.

(d)  Blue Sky Considerations.

     The laws of some states prohibit the resale of securities
issued by "blank check" or "shell" corporations.  The Company may
be considered a "blank check" or "shell" corporation for the
purpose of state securities laws.  Accordingly, it is possible that
current shareholders may be unable to resell their securities in
other states.  The Company is unaware which particular states
prohibit such resales, other than Idaho or Indiana.

     The Commission has suggested that the Company take steps to
prohibit further transfer of the securities distributed to current
shareholders, unless the Company is assured that the further
transfer would not violate the securities laws of the fifty states. 
The Company believes that the Commission has no authority to cause
the Company to place restrictions on the securities it previously
distributed and which it currently does not own.  Such action by
the Company would legally be construed as a unilateral modification
of a fully executed contract and would be considered as a breach
thereof.  Further, the Company believes that such action by the
Commission would be a usurpation of the authority granted it by
Congress.

     Further, because each state has a series of exempt securities
transaction predicated upon the particular facts of each
transaction, it is impossible to determine if a contemplated
transaction by an existing shareholder would possibly violate the
securities laws of any particular state.

     In the event a current shareholder or broker/dealer resells
its securities in a state where such resale is prohibited, the
Company believes that the seller thereof may be liable criminally
or civilly under that particular state's laws.  The Company
believes that it will not be liable for such improper secondary
sales.


<PAGE> 14

     Existing shareholders should exercise caution in the resale of
their shares of common stock in light of the foregoing.


ITEM 6.  SELECTED FINANCIAL DATA.
     
The selected financial data set forth below for the years ended
September 30, 1996, 1995 and 1994 is derived from the Registrant's
audited financial statements.  This information should be read in
conjunction with the financial statements and notes thereto
included in Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations and Item 8. Financial
Statements included herein.


Statement of Loss and Accumulate Deficit Data:
<TABLE>
<CAPTION>
                              Years Ended September 30
               1996      1995      1994      1993      1992        
<S>            <C>       <C>       <C>       <C>       <C>  
Income         $   -0-   $ -0-     $ -0-     $ -0-     $ -0-          

Operating 
  Expenses     $ 2,982   $ -0-     $ -0-     $ -0-     $ -0-          

Net Income 
  (loss)       $(2,982)  $ -0-     $ -0-     $ -0-     $ -0-          

Net Income 
  per Share    $(0.003)  $ -0-     $ -0-     $ -0-     $ -0-     

Balance Sheet Data:

 Working 
  Capital      $(2,982)  $ -0-     $ -0-     $ -0-     $ -0-          

 Total Assets  $   600   $ 600     $ 600     $ 600     $ 600          

 Long-term 
   Debt        $   -0-   $ -0-     $ -0-     $ -0-     $ -0-          

 Stockholders' 
   equity      $   600   $ 600     $ 600     $ 600     $ 600          

</TABLE>






<PAGE> 15

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
          OPERATIONS AND FINANCIAL CONDITIONS

Results of Operations - (May 1, 1991) through September 30, 1996.

     The Company is considered to be in the development stage as
defined in Statement of Financial Accounting Standards No. 7. 
There have been no operations since incorporation.

Liquidity and Capital Resources.
     
     The Company issued 996,500 shares of its Common Stock to
officers, directors and others.  The Company has no operating
history and no material assets.  The Company has $-0- in cash as of
September 30, 1996.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial Statements and Supplementary Data begin on the following
page.









                    LAHAINA ACQUISITIONS, INC.

                  (A development stage Company)



                       FINANCIAL STATEMENTS


                SEPTEMBER 30, 1996, 1995 and 1994 



           (WITH INDEPENDENT AUDITORS' REPORT THEREON)
<PAGE> 16

                     DORAN PECK, C.P.A., P.C.
               2121 South Oneida Street, Suite 636
                     Denver, Colorado   80224
             Bus: (303) 758-1796  Fax: (303) 758-1825




                   INDEPENDENT AUDITOR'S REPORT


The Board of Directors
Lahaina Acquisitions, Inc.
(A development stage Company)
5459 South Iris Street
Littleton, CO 80123


We have audited the accompanying balance sheets of Lahaina
Acquisitions, Inc. as of September 30, 1996, 1995 and 1994 and the
related statements of operations cash flows and changes in
stockholders' equity for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Lahaina
Acquisitions, Inc. as of September 30, 1996, 1995 and 1994 and the
results of its operations for the years then ended, in conformity
with generally accepted accounting principles.


/s/ Doran Peck, C.P.A., P.C.

Denver, Colorado
December 12, 1996

                               F-1

<PAGE> 17

                    LAHAINA ACQUISITIONS, INC.
                  (A development stage Company)
                          BALANCE SHEETS
                September 30, 1996, 1995 and 1994



                              ASSETS



<TABLE>
                                       
                              1996      1995      1994
<S>                           <C>       <C>       <C>     
ORGANIZATION COSTS               600     600       600  
                              ======    ====      ==== 


               LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities
Account Payable Officer 
  and Stockholder              2,982     -0-       -0-
Stockholders' Equity:
  Common stock, 800,000,000 
  shares authorized no par value; 
  996,500 shares issued and 
  outstanding (see note A)       300     300       300

Preferred stock. 10,000,000 
shares authorized, no par        -0-     -0-       -0-
value  

Paid in Capital                  300     300       300

Net income (deficit) 
accumulated during the 
development stage             (2,982)    -0-       -0-
                              ------    ----      ----
                                 600     600       600
                              ======    ====      ====


</TABLE>



          See accompanying notes to financial statements

                               F-2

<PAGE> 18

                    LAHAINA ACQUISITIONS, INC.
                  (A development stage Company)
                     STATEMENTS OF OPERATIONS
          years ending September 30, 1996, 1995 and 1994




<TABLE>
                              1996      1995      1994
<S>                           <C>       <C>       <C>
Revenues                         -0-     -0-       -0-



Expenses                                    
  Legal and Accounting fees    2,982     -0-       -0-



Net Income (Loss)             (2,982)    -0-       -0-
                              ======    ====      ====

</TABLE>























        See accompanying notes to the financial statements

                               F-3

<PAGE> 19

                    LAHAINA ACQUISITIONS, INC.
                  (A development stage company)
           STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
   From August, 1989 (date of inception) to September 30, 1996


<TABLE>
<CAPTION>
                                                            Total
                         Common Stock             Paid In   Stockholders'
                    Shares    Warrants  Amount    Capital   Equity

<S>                 <C>       <C>       <C>       <C>       <C>
August 1989,
shares issued
to Mr. Agron,
Swartz & 
Eller                      900,000           $  450                450

August, 1989. 
Shares issued 
to Coyote 
Acquisitions,
Inc.                  100,000  1,000,000         50                 50
                    --------- ----------      -----               ----

Balance Sept.
30, 1989            1,000,000  1,000,000        500                500

April 24, 1991,
shares 
gratuitously
reconveyed to 
the company:

Swartz & 
Eller                (100,000)                 (50)       50
Mr. Agron            (400,000)                (200)      200

April 24, 
1991. Shares
of Coyote
cancelled            (100,000)  (1,000,000)    (50)       50

April 24, 
1991. Shares
issued to 
Mr. Davis &
Mrs. Agron            100,000                   100                  100
                    ---------    ----------   -----     -----      -----

SUB TOTAL             500,000           -0-     300       300        600


</TABLE>




                                    F-4

<PAGE> 20

                        LAHAINA ACQUISITIONS, INC.
                       (A development stage company)
            STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY con't
        From August, 1989 (date of inception) to September 30, 1996


<TABLE>
<CAPTION>
                                                                 Total
               Common Stock             Paid In   Accumulated    Stockholders'
          Shares    Warrants  Amount    Capital   Deficit        Equity
<S>       <C>       <C>       <C>       <C>       <C>            <C>
SUB TOTAL   500,000         0   300         300                        600
                                   
May 10, 1991                                 
Shares issued to                                  
St. Joseph Corp.                                  
Shareholders:                                
                                   
Agron       312,500 1,250,000
Agron        37,500   150,000
Davis        50,000   200,000
Other Share-
 holders     96,500   386,000
          --------- --------- -----          -----          --------  ------

Balances,                               
September 30, 1991                                
 1992, 1993, 1994
  and 1995   996,500 1,986,000   300            300                       600
                                             
09/30/96                                
Net loss for
 the year                                                      (2,982) (2,982)
           --------- --------- -----          -----          --------  ------
            996,500  1,986,000   300            300            (2,982) (2,382)
           ========= ========= =====          =====          ========  ======

</TABLE>













NOTE - There was no deficit accumulated during the development stage.


                                    F-5





<PAGE> 21

                    LAHAINA ACQUISITIONS, INC.
                  (A development stage Company)
                     STATEMENT OF CASH FLOWS
          years ending September 30, 1996, 1995 and 1994



<TABLE>
<CAPTION>

                                   1996      1995       1994
<S>                                <C>       <C>        <C>
Cash flows from operating activities:
  Net loss                         (2,982)
  Increase in accounts payable      2,982

Cash flows from 
  investment activities               -0-     -0-       -0-

Cash flows from and 
  financing activities                -0-     -0-       -0-

Beginning cash balance                -0-     -0-       -0-
                                   ------    ----      ----

Ending cash balance                   -0-     -0-       -0-
                                   ======    ====      ====

</TABLE>



















See accompanying notes to the financial statements.


                               F-6
<PAGE> 22

                    LAHAINA ACQUISITIONS, INC.
                  (A development stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                September 30, 1996, 1995 and 1994


Note A - Summary of Significant Accounting Policies

ORGANIZATION

Lahaina Acquisitions, Inc. was incorporated under the laws of the
State of Colorado in April 1989. The Company is in the
development stage and has had no operations.

The Company is in the development stage as more fully defined in
Statement no. 7 of the Financial Accounting Standards Board. The
Company intends to actively seek, locate, evaluate, structure and
complete mergers with or acquisitions of private companies,
partnerships or sole proprietorships.

In September 1989 the Company filed a Registration Statement with
the United States Securities and Exchange Commission to register
100,000 Units of its securities sold to Coyote Acquisitions, Inc.
Each Unit consists of one share of Common Stock, five A Warrants
and five B Warrants. In April 1991 the Company cancelled the
100,000 Units of its securities issued to Coyote Acquisitions,
Inc. and abandoned the registration statement on Form S-18 filed
with the Securities and Exchange Commission in 1989.

In May 1991 the Company distributed 496,500 Units of its
securities under the provisions of Regulation D, Rule 504 on a
pro rata basis to the shareholders of St. Joseph Corp. Each Unit
consists of:

   1 Share of common no par stock

   2 Class A common stock purchase warrants
   2 Class B common stock purchase warrants

Each Class A warrant entitles the holder to purchase one share of
common stock at $1.00 per share.

Each Class B warrant entitles the holder to purchase one share of
common stock at $1.50 per share.

These common stock purchase warrants expire May 10, 1999. The
Company has the right to redeem the warrant upon 30 days written
notice at $.0001 per share.



                               F-7

<PAGE> 23

                    LAHAINA ACQUISITIONS, INC.
                  (A development stage Company)
                  NOTES TO FINANCIAL STATEMENTS
                September 30, 1996, 1995 and 1994


Note A - Summary of Significant Accounting Policies

ORGANIZATION - continued.

Professional fees of $450 were incurred in December 1995 for the
audit for the years ending September 30, 1995, 1994, 1993, 1992,
1991 and 1990.  This expense was paid by the President of the
Company. Additional accounting fees of $1,279 were incurred in
May 1996 and were paid by the President of the Company.  Legal
fees of $1,253 were incurred during March and June, 1996 and were
paid by the President of the Company.


































                               F-8
<PAGE> 24

ITEM 9.  DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Registrant has made no change of accountants nor has Registrant
filed a Form 8-K under the Securities Exchange Act reporting a
change of accountants.  There are no disagreements on any matter
of accounting principals or practices or financial statements
disclosure and none is contemplated.

                             PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The following table sets forth certain information concerning the
directors and executive officers of the Registrant and its
subsidiaries:

Name                     Age       Position

Philip J. Davis          40        President and a member of the
                                   Board of Directors

John C. Lee              40        Secretary and a member of the
                                   Board of Directors

Charles C. Van Gundy     44        Treasurer and a member of the
                                   Board of Directors

     All directors hold office until the next annual meeting of
shareholders and until their successors have been elected and
qualified.  The Company's officers are elected by the Board of
Directors at the annual meeting after each annual meeting of the
Company's shareholders and hold office until their death, or
until they resign or have been removed from office.  

Philip J. Davis - President and a member of the Board of
Directors

     Mr. Davis is President and a member of the Board of Director
of the Company.  Mr. Davis held the position of
Secretary/Treasurer of the Company from inception until November
1995 when resigned said office to assume the position of
President of the Company.  Mr. Davis has held the position of
President since November 1995.  Mr. Davis has held the position
as a member of the Board of Directors since inception of the
Company.  From December 1992 to the present, Mr. Davis is a 
self-employed consultant.  From January 1991 to November 1992, Mr.
Davis was affiliated with Private Investors Cartel, Ltd., a
securities broker/dealer, as a trader and principal thereof. 
From September 1984 to December 1990, Mr. Davis was the President
and a member of the Board of Directors of Richfield Securities,
Inc., a securities broker/dealer.  On January 27, 1992, the 

<PAGE> 25

District Business Conduct Committee of the National Association
of Securities Dealers, Inc. rendered a decision against Mr. Davis
finding that Mr. Davis, Richfield Securities, Inc. and another
individual charged unfair and fraudulent markups in connection
with the sale of securities.  Further, the District Business
Conduct Committee found that Mr. Davis and Richfield Securities,
Inc. failed to establish and implement written supervisory
procedures to detect and prevent the markup violations. 
Richfield Securities, Inc. was fined $30,133.97 and suspended
from membership in the National Association of Securities
Dealers, Inc. for one year and Mr. Davis was censured, fined
$30,133.97, suspended from the National Association of Securities
Dealers for one year and required to requalify by examination
prior to becoming associated with any member of the National
Association of Securities Dealers, Inc.  On January 15, 1991, Mr.
Davis voluntarily closed Richfield Securities, Inc.  Further,
Richfield Securities, Inc., Mr. Davis and the third party were
assessed the costs of the action in the amount of $908.00.  Mr.
Davis appealed the foregoing decision to the Securities and
Exchange Commission (the "Commission") and on November 12, 1993
the foregoing sanctions were affirmed by the Commission.  The
suspensions referred to above began on March 21, 1994 and will
conclude at the close of business on March 21, 1995.  In October
1992, Mr. Davis filed for protection under Chapter XIII of the
United States Bankruptcy Act.  In July 1994, the action was
voluntarily dismissed by the Bankruptcy Court.  On December 2,
1994, Mr. Davis filed a petition for bankruptcy pursuant to
Chapter VII of the United States Bankruptcy Act.  Mr. Davis was
granted a discharge in March 1995.  Since May 1991, Mr. Davis has
been Secretary/Treasurer and a member of the Board of Directors
of Cancun Acquisitions, Inc., a shell corporation.  Cancun
Acquisitions, Inc. distributed its securities to shareholders of
St. Joe in May 1991.  The shares were distributed without
consideration and a Form D was filed with the Securities and
Exchange Commission.  There was no offering price and no funds
were raised from the distribution.  The purpose of the
distribution was to cause the securities to become widely held. 
No mergers or acquisitions have occurred.  From May 1991 to
November 1995, Mr. Davis was Secretary/Treasurer and a member of
the Board of Directors of Kapalua Acquisitions, Inc., a Colorado
shell corporation.  From November 1994 to November 1995, Mr.
Davis was President of Kapalua Acquisitions, Inc.  Kapalua's
securities were distributed to shareholders of St. Joe in May
1991.  The shares were distributed without consideration and a
Form D was filed with the Commission.  There was no offering
price and no funds were raised from the distribution.  The
purpose of the distribution was to cause the securities to become
widely held.  Mr. Davis resigned his positions as an officer and
director of Kapalua Acquisitions, Inc. when it completed a
reverse acquisition with Startech Corporation, a Connecticut
corporation engaged in the business of waste disposal.  Since May
1991, Mr. Davis has been Secretary/Treasurer and a member of the
<PAGE> 26

Board of Directors of Napili Acquisitions, Inc., a shell
corporation.  Napili Acquisitions, Inc. distributed shares to
shareholders of St. Joe in May 1991.  The shares were distributed
without consideration and a Form D was filed with the Securities
and Exchange Commission.  There was no offering price and no
funds were raised from the distribution.  The purpose of the
distribution was to cause the securities to become widely held. 
No mergers or acquisitions have occurred.  From May 1991 to
November 1995, Mr. Davis was Secretary/Treasurer and a member of
the Board of Directors of Paia Acquisitions, Inc., a shell
corporation.  Paia Acquisitions, Inc. distributed its securities
to shareholders of St. Joe in May 1991.  The shares were
distributed without consideration and a Form D was filed with the
Securities and Exchange Commission.  There was no offering price
and no funds were raised from the distribution.  The purpose of
the distribution was to cause the securities to become widely
held.  In November 1995, Paia acquired all of the issued and
outstanding shares of common stock of Consolidated Financial
Management, Inc. d/b/a Banc-Pro, an Arizona corporation in
exchange for 3,900,000 post reverse-split restricted shares of
common of Paia and 845,000 preferred shares of Paia.  Paia's
common stock began trading on the Bulletin Board operated by the
National Association of Securities Dealers, Inc. in January 1996. 
Mr. Davis resigned as an officer and director of Paia in November
1995.   Since May 1991, Mr. Davis has been Secretary/Treasurer
and a member of the Board of Directors of Wailea Acquisitions,
Inc., a shell corporation.  Wailea Acquisitions, Inc. distributed
its securities to shareholders of St. Joe in May 1991.  The
shares were distributed without consideration and a Form D was
filed with the Securities and Exchange Commission.  There was no
offering price and no funds were raised from the distribution. 
The purpose of the distribution was to cause the securities to
become widely held.  No mergers or acquisitions have occurred. 
From June 1987 to December 1992, Mr. Davis was President and a
member of the Board of Directors of Pre-Cor Corporation, which
was used by Mr. Davis to hold title to his personal investments. 
Pre-Cor Corporation was dissolved in 1992.  Mr. Davis will devote
approximately 2% of his time to the Company.

John C. Lee - Secretary and a member of the Board of Directors

     Mr. Lee is Secretary and a member of the Board of Directors
of the Company.  Mr. Lee has held the foregoing positions since
November 1995.  Since November 1992, Mr. Lee been engaged in the
practice of investing his personal funds in securities.  From
November 1994 to November 1995, Mr. Lee was Vice President and a
member of the Board of Directors of Kapalua Acquisitions, Inc., a
Colorado shell corporation.  Kapalua's securities were
distributed to shareholders of St. Joe in May 1991.  The shares
were distributed without consideration and a Form D was filed
with the Commission.  There was no offering price and no funds
were raised from the distribution.  The purpose of the 

<PAGE> 27

distribution was to cause the securities to become widely held.   
Mr. Lee resigned his positions as an officer and director when it
completed a reverse acquisition with Startech Corporation, a
Connecticut corporation engaged in the business of waste
disposal.  From August 1989 to November 1992, Mr. Lee was
Secretary of Private Investors Cartel, Ltd. a securities
broker/dealer.  From April 1985 to August 1989, Mr. Lee was
self-employed as a financial consultant.  From March 1985 to July
1986, Mr. Lee was Vice President of American Mobile
Communications in Littleton, Colorado.  American Mobile
Communications was engaged in the business of acquiring and
managing mobile home parks.  From November 1984 to July 1985, Mr.
Lee was Secretary of Sequal Securities, Inc. a securities
broker/dealer located in Glendale, Colorado.  From October 1981
to March 1985, Mr. Lee was President of Rigel Securities, a
securities broker/dealer located in Aurora, Colorado.  From
February 1982 to July 1982, Mr. Lee was a registered
representative associated with Columbine Securities, a securities
broker/dealer located in Denver, Colorado.  Mr. Lee will devote
approximately 2% of his time to the operation of the Company.

Charles C. Van Gundy - Treasurer and a member of the Board of
Directors

     Mr. Van Gundy is Treasurer and a member of the Board of
Directors of the Company.  Mr. Van Gundy has held the foregoing
positions since November 1995.  Since January 1992, Mr. Van Gundy
has been employed by U. S. Pawn, Inc., Denver, Colorado, a NASDAQ
traded public company, first as its Assistant Controller,
subsequently as its Controller and Vice President of Accounting,
and currently as its Vice President of Finance and Chief
Financial Officer.  From 1982 to January 1992, Mr. Van Gundy
served as an accounting officer for various mutual fund, high
technology and economic redevelopment organizations.  Mr. Van
Gundy holds a Bachelor of Science degree in accounting and
finance from Metropolitan State College of Denver (1979), and
subsequently studied law at the University of San Diego School of
Law until 1981.

     There are no family relationship between any director or
executive office and any other director or executive officer.


ITEM 11.  EXECUTIVE COMPENSATION.

No cash compensation was paid to any officers or directors of the
Registrant.






<PAGE> 28

(a)  Cash Compensation.

None of the Registrant's officers or directors currently receive
any salary from the Registrant.  The Registrant does not
anticipate entering into employment agreements with any of its
officers or directors in the near future.  Directors do not
receive compensation for their services as directors but are
reimbursed for travel expenses incurred in attending board
meetings.

Other than consulting fees and finder's fees which may be paid to
unaffiliated third parties, no other individuals will receive any
salaries or fees from the Registrant.  The Registrant's officers
and directors will not receive finder's fees, consulting fees or
salaries.  Officers, directors and/or principal shareholders may
receive cash or stock from the sale of their shares of the
Registrant's stock to the Registrant's merger candidate or
principals of the merger candidate.

(b)  Compensation Pursuant to Plans

The Registrant has no retirement, pension, profit sharing,
insurance and medical reimbursement plans covering its Officers
or Directors.

(c)  Other Compensation.

Officers and Directors of the Registrant did not receive any
other compensation during the fiscal year ended September 30,
1996.

(d)  Compensation of Directors.

The Registrant's Directors receive no compensation for their
services; however, they are reimbursed for travel expenses
incurred in serving on the Board of Directors.

(e)  Termination of Employment and Change of Control
Arrangements.

No compensatory plan or arrangement exists between the Registrant
and any Executive Officer, except as discussed herein.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth certain information regarding
ownership of the Registrant's Common Stock as of September 30,
1996, by each Officer and Director, all Officers and Directors as
a group and each beneficial owner of more than five percent of
the outstanding shares of the Registrant's Common Stock:

<PAGE> 29

Name and address    Number of                                    Percent   
of owner            Shares         Position                      of Class  

Philip J. Davis [1]   440,000      President and a member        44.18%
5459 S. Iris St.                   of the Board of Directors
Littleton, CO 80123 

John C. Lee [2]       440,000      Secretary and a member        44.18%
5410 E. Long Pl.                   of the Board of Directors
Littleton, CO 80122

Charles C. 
  Van Gundy[3]         20,000      Treasurer and a member         2.00%
7215 Lowell Boulevard              of the Board of Directors
Westminster, CO 80030

All officers and           900,000                               90.36%
directors as a 
group (3 persons)                                 


[1]  Does not include 430,000 Class A Warrants and 430,000 Class
     B Warrants to purchase up to 860,000 shares of Common Stock.

[2]  Does not include 330,000 Class A Warrants and 330,000 Class
     B Warrants to purchase up to 660,000 shares of Common Stock.

[3]  Does not include 40,000 Class A Warrants and 40,000 Class B
     Warrants to purchase up to 80,000 shares of Common Stock.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

(a)  Transaction with Management and Others.  

Registrant has engaged in no transactions with management or
others in which the amount involved exceeds $60,000.  The
foregoing statement applies to direct or indirect material
interest of any director or officer, nominee for election as
director, security holder who is know to the Registrant to own of
record or beneficially more than five percent (5%) of any class
of Registrant's voting securities, and any member of the
immediately family of any of the foregoing persons other than as
stated in the Final Form Prospectus.

(b)  The Company was incorporated on April 5, 1989.  In August
     1989, the Company issued a total of 1,000,000 shares of
     Common Stock.  800,000 shares were issued to Gary Agron;
     50,000 shares were issued to Barry Swartz; 50,000 shares
     were issued to James Eller; and, 100,000 Units were issued
     to Coyote Acquisitions, Inc.  Each Unit consisted of one
     share of Common Stock; five Class A Warrants, exercisable at
     $1.00 per share; and five Class B Warrants, exercisable at
     $1.50 per share.


<PAGE> 30

(c)  On April 24, 1991, Mr. Swartz gratuitously reconveyed his
     50,000 shares to the Company; Mr. Eller gratuitously
     reconveyed 50,000 shares to the Company; and, Mr. Agron
     gratuitously reconveyed 400,000 shares to the Company.  On
     the same date, the Units issued to Coyote Acquisitions, Inc.
     were cancelled and 50,000 shares of Common Stock were issued
     to Philip Davis, the Company's President and to Janice Agron
     for services rendered.

(d)  On May 10, 1991, the Company gifted 496,500 Units of
     securities of the Company on a pro rata basis to
     shareholders of St. Joseph Corp. ("St. Joe"), pursuant to
     Regulation D of the Securities Act of 1933, as amended. 
     Each Unit consisted of one share of common stock, two Class
     A Warrants and two Class B Warrants.  Each Class A Warrant
     entitles the holder to purchase one share of common stock at
     a price of $1.00 per share for a period of four year from
     May 10, 1991 and each Class B Warrant entitled the holder to
     purchase one share of common stock at a price of $1.50 per
     share for a period of four years from May 10, 1991.  The
     exercise period of the Class A and Class B Warrants was
     extended to May 10, 1999 by resolution of the Board of
     Directors on May 1, 1995.  The purpose of the distribution
     was to cause the shares of the Company to be widely held, in
     anticipation of creating a public market for the Company's
     securities.  The Company has no operating history nor any
     revenues or earnings from operations.  The Company has no
     significant assets or financial resources.  As such, the
     Company can be defined as a "shell" company, who's sole
     purpose at this time is to locate and consummate a merger or
     acquisition with a private entity.  Gary Agron and Janice
     Puder Agron received 350,000 Units in this offering as a
     result of their ownership of shares of St. Joe and Mr. Davis
     received 50,000 Units in this offering as a result of his
     ownership of shares of St. Joe.  From March 1990 to October
     1994, Mr. Davis was the Secretary and a Director of St. Joe. 
     As a result of a change in control of St. Joe in October
     1994, Mr. Davis resigned as Secretary and a Director.  Since
     October 1994, Mr. Davis has not been affiliated with St.
     Joe.  Mr. Davis owns approximately 0.009% of the outstanding
     shares of St. Joe.  Since resigning, Mr. Davis has not
     received any communications from St. Joe.

(e)  On November 11, 1994, Gary Agron and Janice Puder Agron
     conveyed all of their right, title and interest in and to
     800,000 shares of Common Stock, 700,000 Class A Warrants and
     700,000 Class B Warrant to Mr. Davis.  In November 1995, Mr.
     Davis conveyed 440,000 shares of Common Stock, 380,000 Class
     A Warrants and 380,000 Class B Warrants to Mr. Lee.  The
     foregoing was characterized as a 4(1 1/2) transaction
     pursuant to Section 4(2) of the Securities Act of 1933.  In
     November 1995, Mr. Davis conveyed 20,000 shares of Common 

<PAGE> 31

     Stock, 40,000 Class A Warrants and 40,000 Class B Warrants
     to Mr. Van Gundy.  The foregoing was characterized as a 4(1
     1/2) transaction pursuant to Section 4(2) of the Securities
     Act of 1933.


                             PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.

(a)  Financial Statements are contained in Item 8. 

(b)  Reports on Form 8-K 

No reports on Form 8-K have been filed during the last quarter of
the period covered by this report.  

(c)  Exhibits.

Exhibit
  No.          Description                             

3.1            Articles of Incorporation as filed with the Form
               10 Registration Statement on December 29, 1995.

3.2            Bylaws of the Company as filed with the Form 10
               Registration Statement on December 29, 1995.

4.1            Specimen Stock Certificate as filed with the Form
               10 Registration Statement on December 29, 1995.

4.2            Specimen Class A Warrant Certificate as filed with
               the Form 10 Registration Statement on December 29,
               1995.     

4.3            Specimen Class B Warrant Certificate as filed with
               the Form 10 Registration Statement on December 29,
               1995.

27             Financial Data Schedule.

28.1           Private Placement Memorandum as filed with the
               Form 10 Registration Statement on December 29,
               1995.

28.2           Notice of Distribution Pursuant to Regulation D as
               filed with the Form 10 Registration Statement on
               December 29, 1995.

28.3           Warrant Agreement as filed with the Form 10
               Registration Statement on December 29, 1995.
<PAGE> 32

                                SIGNATURES
          
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
and Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on this
27th day of December, 1996.

                                   LAHAINA ACQUISITIONS, INC.
                                   (Registrant)



                                   BY: /s/ Philip J. Davis
                                       President

     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed  below  by  the  following  person on behalf of
the Registrant and in the capacities and on this 27th day of December,
1996.


SIGNATURES               TITLE                                   DATE
                                


/s/ Philip J. Davis      Member of the Board of Directors        12/27/96   
                         and President


/s/ John C. Lee          Member of the Board of Directors        12/27/96   
                         and Secretary 


________________________ Member of the Board of Directors,       12/__/96   
Charles C. Van Gundy     Treasurer and Chief Financial Officer